-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GoEi3xcTWmTMgIGJoJs1JO1/pfZXBUYCfOk6HKn60kJIpMFGJUHz0P17IhjJhp+D HlldJ2iM23EMc4ATuVFVGw== 0000905718-97-000013.txt : 19970124 0000905718-97-000013.hdr.sgml : 19970124 ACCESSION NUMBER: 0000905718-97-000013 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970123 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BHC FINANCIAL INC CENTRAL INDEX KEY: 0000885273 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 232264646 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42751 FILM NUMBER: 97509693 BUSINESS ADDRESS: STREET 1: TWELVE HUNDRED ONE COMMERCE SQ STREET 2: 2005 MARKET ST CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2156363000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HALIS JEFFREY S CENTRAL INDEX KEY: 0000900202 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 500 PARK AVE 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127585106 MAIL ADDRESS: STREET 1: 500 PARK AVE 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 13D FOR BHF FINANCIAL SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE l3D Under the Securities Exchange Act of 1934 BHC FINANCIAL, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 05544W101 - -------------------------------------------------------------------------------- (CUSIP Number) with a copy to: Jeffrey S. Halis Eli S. Goldberg, Esq. 500 Park Avenue Lowenstein, Sandler, Kohl, Fifth Floor Fisher & Boylan, P.A. New York, New York 10022 65 Livingston Avenue (212) 486-4794 Roseland, New Jersey 07068 (201) 992-8700 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 10, 1997 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. |_| Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule l3d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------------------------------------------------------------------- 1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of Above Persons): Jeffrey S. Halis ###-##-#### ________________________________________________________________________________ 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) Not (b) Applicable ________________________________________________________________________________ 3) SEC Use Only ________________________________________________________________________________ 4) Source of Funds (See Instructions): WC; PF ________________________________________________________________________________ 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): Not Applicable ________________________________________________________________________________ 6) Citizenship or Place of Organization: United States ________________________________________________________________________________ Number of 7) Sole Voting Power: 317,700* -------------------------------------------- Shares Beneficially 8) Shared Voting Power: 0 -------------------------------------------- Owned by Each Reporting 9) Sole Dispositive Power: 317,700* -------------------------------------------- Person With: 10) Shared Dispositive Power: 0 -------------------------------------------- ________________________________________________________________________________ 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 317,700* 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable 13) Percent of Class Represented by Amount in Row (11): 5.0%* ________________________________________________________________________________ 14) Type of Reporting Person (See Instructions): IA, IN ________________________________________________________________________________ * 247,300 shares (3.9%) of BHC Financial, Inc. common stock are owned by Tyndall Partners, L.P., a Delaware limited partnership. 48,600 shares (0.8%) of BHC Financial, Inc. common stock are owned by Tyndall Institutional Partners, L.P., a Delaware limited partnership. 13,800 shares (0.2%) of BHC Financial, Inc. common stock are owned by Madison Avenue Partners, L.P., a Delaware limited partnership. 8,000 shares (0.1%) of BHC Financial, Inc. common stock are owned individually by Jeffrey S. Halis. Pursuant to the Agreement of Limited Partnership of each of Tyndall Partners, L.P., Tyndall Institutional Partners, L.P. and Madison Avenue Partners, L.P., Jeffrey S. Halis possesses sole voting and investment control over all securities owned by each of Tyndall Partners, L.P., Tyndall Institutional Partners, L.P. and Madison Avenue Partners, L.P., respectively. In addition, Jeffrey S. Halis possesses sole voting and investment control over the securities owned by him individually. See Item 5 for further information on the computation of percentages set forth herein. Item 1. Security and Issuer. This statement relates to the common stock, par value $.001 per share, of BHC Financial, Inc., whose principal executive offices are located at One Commerce Square, 2005 Market Street, 12th Floor, Philadelphia, PA 19103-3212. Item 2. Identity and Background. The person filing this statement is Jeffrey S. Halis, whose business address is 500 Park Avenue, Fifth Floor, New York, New York 10022. Mr. Halis serves as a general partner of Halo Capital Partners, L.P., a Delaware limited partnership ("Halo"). Halo serves as the sole general partner of each of Tyndall Partners, L.P., Tyndall Institutional Partners, L.P. and Madison Avenue Partners, L.P., each of which are Delaware limited partnerships having their principal executive offices located at 500 Park Avenue, Fifth Floor, New York, New York 10022. Each of Tyndall Partners, L.P., Tyndall Institutional Partners, L.P. and Madison Avenue Partners, L.P. are engaged in the investment in personal property of all kinds, including but not limited to capital stock, depository receipts, investment companies, mutual funds, subscriptions, warrants, bonds, notes, debentures, options and other securities of whatever kind and nature. Mr. Halis has never been convicted in any criminal proceeding, nor has he been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which he was or is now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Halis is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. All funds used to purchase shares of common stock of BHC Financial, Inc. on behalf of Tyndall Partners, L.P. come directly from the net assets of Tyndall Partners, L.P. All funds used to purchase shares of common stock of BHC Financial, Inc. on behalf of Tyndall Institutional Partners, L.P. come directly from the net assets of Tyndall Institutional Partners, L.P. All funds used to purchase shares of common stock of BHC Financial, Inc. on behalf of Madison Avenue Partners, L.P. come directly from the net assets of Madison Avenue Partners, L.P. All funds used to purchase shares of common stock of BHC Financial, Inc. by Jeffrey S. Halis individually come directly from the personal assets of Jeffrey S. Halis. Item 4. Purpose of Transaction. The acquisition of the shares of common stock referred to in Item 5 is for investment purposes on behalf of the entities and persons described herein. However, as described in BHC Financial, Inc.'s Form 10-Q dated September 27, 1996, the board of directors of BHC Financial, Inc. has formed an independent committee of the board which has hired an investment banking firm to study strategic alternatives for BHC Financial, Inc. Jeffrey Halis intends to meet with management of BHC Financial, Inc. to monitor the selection and progress of any strategic alternatives which BHC Financial, Inc. may choose to pursue. While it is not his present intention to do so, Jeffrey Halis may acquire additional shares of BHC Financial, Inc.'s common stock in the open market, in privately negotiated transactions or otherwise. Alternatively, while it is not his present intention to do so, Jeffrey Halis reserves the right to dispose of some or all of the shares referred to in Item 5 in the open market, in privately negotiated transactions or otherwise, depending upon the course of action that BHC Financial, Inc. pursues, market conditions and other factors. Although the foregoing represents the range of activities presently contemplated by Jeffrey Halis with respect to BHC Financial, Inc.'s common stock, it should be noted that the possible activities he may pursue are subject to change at any time. Except as set forth above, Jeffrey Halis has no present plans or intentions which would result in or relate to any of the transactions required to be described in Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. Based upon information set forth in BHC Financial, Inc.'s Form 10-Q dated September 27, 1996, as of November 1, 1996 there were issued and outstanding 6,330,850 shares of common stock of BHC Financial, Inc. As of January 10, 1997, Tyndall Partners, L.P. owned 247,300 of such shares, or 3.9% of those outstanding, Tyndall Institutional Partners, L.P. owned 48,600 of such shares, or 0.8% of those outstanding, Madison Avenue Partners, L.P. owned 13,800 of such shares, or 0.2% of those outstanding, and Jeffrey S. Halis individually owned 8,000 of such shares, or 0.1% of those outstanding. Jeffrey Halis possesses sole power to vote and direct the disposition of all shares of common stock of BHC Financial, Inc. owned by each of Tyndall Partners, L.P., Tyndall Institutional Partners, L.P., Madison Avenue Partners, L.P. and by Jeffrey S. Halis individually. The following table details the transactions by each of Tyndall Partners, L.P., Tyndall Institutional Partners, L.P., Madison Avenue Partners, L.P. and Jeffrey S. Halis individually, in shares of common stock of BHC Financial, Inc. during the past sixty days (each of which were effected in ordinary brokers transactions except for the transaction on December 31, 1996): A. Tyndall Partners, L.P. Date Quantity Price (Purchases) November 26, 1996 6,600 $16.03 November 27, 1996 7,500 $15.94 November 29,1996 6,603 $16.06 January 10, 1997 4,500 $15.37 (Sales) December 31, 1996 48,600 ** B. Tyndall Institutional Partners, L.P. Date Quantity Price (Purchases) December 31, 1996 48,600 ** (Sales) NONE - -------- ** Represents a distribution of shares of BHC Financial, Inc. common stock from Tyndall Partners, L.P. to certain of its limited partners and the simultaneous contribution of such shares of BHC Financial, Inc. common stock stock by such persons to Tyndall Institutional Partners, L.P. C. Madison Avenue Partners, L.P. Date Quantity Price (Purchases) November 26, 1996 3,400 $16.07 January 10, 1997 2,000 $15.42 (Sales) NONE D. Jeffrey S. Halis Date Quantity Price (Purchases) December 16, 1996 4,000 $15.31 December 17, 1996 2,000 $15.06 December 26, 1996 2,000 $15.56 (Sales) NONE Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. No contracts, arrangements, understandings or similar relationships exist with respect to the shares of common stock of BHC Financial, Inc. between Jeffrey S. Halis and any person or entity. Item 7. Material to be Filed as Exhibits. Not applicable. Signature After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. January 23, 1997 ------------------------------------ Jeffrey S. Halis, individually and as a general partner of Halo Capital Partners, L.P., the general partner of each of Tyndall Partners, L.P., Tyndall Institutional Partners, L.P. and Madison Avenue Partners, L.P. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----